The Shadow Spyder
by spideycomicaddict
Summary: AU where Spider-man becomes an agent of S.H.I.E.L.D. in his high school years along with some of the best Avengers: Captain America, and Black Widow. Other Marvel characters are involved, but I could only choose two comics for the crossover, but the characters are shown in the comics categorized.
1. The Meeting

Chapter One: The meeting

Christmas was quickly approaching, but after watching my Uncle Ben die, I wasn't exactly in the holiday spirit. I felt that with all of his new gifts and powers, I should have been able to save him. It was only one man with a gun. I could have used my speed to rush over, sneak up on him with my camouflage, use my strength to nock the guy out, or at least have bothered to react to my spider sense in some form or fashion. I had seen Dennis Carradine not five minutes earlier, stealing some cash from a cash register in a gas station. I could have stopped him then too, but I didn't. I just let him go and I lost my uncle because of it. Carradine was behind bars now, but it still didn't make me feel any better.

Anyway, there was only one day of school left before Christmas break, and my friends were trying to cheer me up and get me in a holiday mood. I had a fair amount of friends, considering the fact that I am the biggest nerd in school and a freshman. Natasha Romanoff, a junior and one of our best cheer leaders. Steve Rogers, a senior who could play any sport better than anyone else, and boyfriend of Natasha. Matt Murdock and Wade Wilson, sophomores and step brothers who are equal in brains and brawn; they even had the same birthday. Wade just talked a lot more. Mary Jane Watson, a freshman who can act and sing like no one else I know, and finally, Felicia Hardy, fellow freshman and best friend since the third grade. She was also one of our best cheer leaders second only to Natasha. Now you all might be wondering how the biggest nerd in school becomes friends with some of the most popular kids in school. Well, I was friends with Felicia long before she earned that status. Felicia introduced me to MJ, who had dated Matt at one point and new the brothers very well, and now that Felicia was a cheer leader, she got to know Natasha pretty well and became good friends with her. Natasha eventually brought Steve into the group to join in on the laughs. But when Uncle Ben died, they were all very supportive. Proving to be the best friends a guy could ask for.

At lunch they were trying to get me to go to a Christmas Eve party at Natasha's house in a few weeks, but due to my new habits of staying out late listening to police scanners, I was reluctant. "I don't know guys. I don't want to leave Aunt May at home alone on Christmas Eve." I tried to complain.

"Don't lie, Peter. You know you're going to be inside your room all night listening to that police scanner. She might as well be in the house alone anyway." MJ retaliated. She had a good point. Well half the police scanner part. I wouldn't be in my room. MJ continued, "Besides, I already talked with my Aunt, and she has already invited May to have a Christmas dinner with her since I won't be home."

Crap. I was worried she'd do that. At this point I have no way to argue, "Alright, you've got me. I'll come, but no promises that I won't be late." Out of the corner of my eye, I saw Wade reluctantly pass five bucks to Natasha as a smug grin crossed her lips. Great, my best friends were placing bets n my actions. This is a new low for me.

The night before Christmas Eve, I went Downtown to Washington Square Park. Since it was winter now, the fountain was turned off, and everything was covered in a seven inch blanket of snow. This was the last place I saw Uncle Ben alive, and where I watched him die. I had a lot of fond memories with him there at the fountain. Playing in the streams of water when I was a kid, slipping and hitting my head, Uncle Ben rushing over and making sure I was okay. These memories flowed into my mind as I stared at the dormant fountain, and it made me very sad. He was the only real father figure in my life, always talking about the great amount of responsibility you had to do things for others if you had to do so.

And then I saw him. I saw Carradine trying to stick to the shadows, but he couldn't hide from my enhanced vision. Plus, he was wearing black so he stuck out like a sore thumb in the snow. I guess he finally felt guilty and came back to the crime scene to repent. Too bad, he wasn't getting any forgiveness from me. He must have seen me thought because he suddenly started running like his life depended on it. And with me hot on his trail, it did. I ran after him, under the Washington Square Arch and into the streets. I thought back briefly to the moment of watching my uncle, struggling to hold on to life, take his last breath with the weak and dying words of, _"G-great..p-power...g-great.. r-respons..ibility. Re-Remember that Peter…re-remember..." _ I decided to take his advice and use my powers, and I was going to start by avenging my uncle.

Carradine ran up 5th Ave. about two blocks. He knew I was behind him because he kept glancing back to see if he was being followed. He never saw me though because I did a quick camouflage change when I started chasing him. He turned and ran down 9th street and later into an alley way, but he hit a dead end well out of sight of the street. Before he was able to relax, I revealed myself to him. It took him a moment to see me since I was wearing all black, but when he did, he jumped. I had put on my sunglasses (they were still in my pocket from earlier today) so that he might not recognize me. Not just yet anyway. I know it's weird to wear sunglasses at night, but my enhanced vision helped.

"What do you want from me?!" Carradine was definitely intimidated.

"I want you! You're a murderer and a cowered! I want justice!" I yelled at him. Then I lunged, hoping to catch him off guard. No such luck. Just in time to block him, my spider sense forced me to notice the gun he was pulling out of his coat. I grabbed his wrist and took the gun from him. I kicked him hard in the stomach and he collapsed. Slowly, I aimed the gun at his head. I reached up to take off my glasses, but an odd thing happened. Before I could even reach my glasses, my spider sense went off again; but before I could react, a bullet hit the gun, sending it sprawling on the ground, and a second grazed my hand that was reaching for the glasses. Carradine was just as shocked as I was, and in his daze, I punched him in the face, knocking him out. Out of instinct, I took my hands and threw them toward Carradine. All at once, with my palms up and hands flat, I curled my middle and ring fingers on both hands so that they came in contact with my palms. Then a strange, white, sticky substance came from my wrists, covering and entrapping Carradine.

I looked down at my hands, "That's new." I thought aloud to myself. Then I remembered the sniper. I quickly looked up to the roof above. Even with my enhanced vision I only caught a glimpse at her, but I would know that light red head anywhere. I ran to the wall, my hands sticking to the surface at my command, and climbed as quickly as I could; but by the time I had gotten to the top, she was gone. I couldn't help but say her name; I spoke with certainty but still in disbelief, "Natasha".

(LB)

The next night, I made sure that I was the first one to Natasha's house in Upper Manhattan. Well actually it was an apartment, but what ever. As I walked up to the door, her mother was just leaving.

She saw me and smiled, "Hi Peter. Come on in. I was just on my way out."

"Hey Mrs. Romanoff. Were you off to?" I asked, but I really didn't care. It was her daughter I wanted to talk to.

"Oh, I'm going to be meeting you kid's parents at a restaurant Downtown. We figured you and your friends shouldn't have all the fun." She giggled a little bit at that part, "I'm actually glad you're here early. Can you give Tasha a hand setting up for tonight?"

"Sure."

"Thank you. I'll see you kids later." Then she left, leaving me alone with Natasha. At this point I wasn't really sure if that was a good thing or not, considering her obviously good marksmanship.

When Natasha saw me, she greeted me warmly, "Hey Peter! You're here early. That's new." She said with a laugh.

"Hey Nat. Yeah, I just came early to see if I could help out." I lied.

"Actually, can you give me a hand with the food? It's all ready but I could use some help setting up."

"No problem." With the two of us working, it only took a few minutes to get everything ready. Drinks, food, ect.

After we were done, Natasha sat on the couch and I sat across from her. I stared at her until she noticed. "What?" she asked when our eyes met.

"Aren't you going to ask how my and is doing?" I said sarcastically.

"Why would I...?"

"Don't play dumb!" I snapped at her, "You know exactly what I'm talking about! Last night, alley way, you shot my hand from the rooftop! Am I ringing any bells yet?!"

Natasha's face went pale, "Oh. That. Um… well…" she trailed off. She did know what I meant. All of a sudden, my spider sense started going off the charts. Then I saw it. Natasha was inching her and toward the drawer on the coffee table next to her. I wasn't going to strike just yet. I wanted her to think she had the upper hand. "Look, now isn't exactly the right time to talk about this Peter."

"Then when would be the right time, Nat?" I stood up and turned to face the window, attempting to look disinterested in her actions. My plan worked. As soon as she thought I wasn't paying any attention, she quickly tried to open the drawer. I tried using the new power I discovered last night. I flicked my wrist into the right finger position, aimed at her hand, and the webbing entrapped her hand to the drawer.

"What the hell?!" Natasha's eyes widened, obviously not expecting anything like that to happen, "How did you…you weren't even…how?"

I smiled slightly at her confusion, "I call it a spider sense. It can involuntarily alert me to danger, and if I access it manually, it gives me 360 degree, near omnipresent vision. So basically, you can't surprise me." I couldn't help but gloat. It was one of my coolest powers.

Natasha smirked at me, "I seem to have done a pretty good job last night."

"It did go off, but I was a little preoccupied." Something was off about the way she was talking.

"What else can you do?" she asked, suddenly interested for some reason. Then it hit me. She was stalling! She saw how I gloated about my spider sense; now she was trying to get me monologing, keeping me busy. The question is: keeping me busy for what? I was about to call her out on it too, but then, for the hundredth time in the past 24 hours, my spider sense went off. Dang, was this place rigged or something? There was just no end to the surprises today. I turned back toward Natasha and she was holding a pistol in her right hand, aiming it at my head. Her left hand was still webbed to the drawer, but the drawer hadn't been sealed.

A man's voice sounded from behind me "Put it down Widow!" The voice came from a tall, bald African American man in a black trench coat and an eye patch. How did I miss him?

She tried to protest, "Director Fury, I strongly suggest otherwise. He could still…"

"Agent Romanoff, I said stand down!" Fury interrupted her, "That's an order!" Reluctantly, Natasha set the gun down and began trying to free her hand.

"Agent?" I looked at her questionably, "Widow?"

Director Fury answered the questions for her, "Yes, Agent Natasha Romanoff, code name Black Widow."

I turned back to face him, "And you are?"

"Nick Fury, Director of S.H.I.E.L.D."

"Shield? What's that, some sort of shooters club?"

Natasha entered the conversation, "It's an acronym. Strategic homeland intervention ethics and logistics division." She said it like it was the most obvious thing on earth. Fury gave her a look that said, _"Shut up or I'll do it for you."_ She shrunk under his gaze and stepped back.

"S.H.I.E.L.D. is a top secret intelligence agency that specializes in monitoring and defending against potential world threats." Fury continued, "We're sort of like the CIA in respect to the fact we don't only deal in threats in the U.S."

"So you're a spy agency?" I asked slowly.

"In a nut shell, yes."

"You know you could have just said that right?"

"I gave you more information to eliminate potential questions you might have." I would have laughed at that, but is face gave no emotion, witch told me he was serious. I also took it as a sign to start asking questions.

I started with the most cliché question anyone could ask, "What do you want with me?"

"How said we wanted anything to do with you?" He gave a small smile.

"Oh come on. Don't try that with me. She was following me last night, and you defended me when she was about to shot me. Not to mention you've taken the time to explain who you are and what you do."

Natasha jumped in again, "Last night was a coincidence! I was out on patrol when I saw a guy about to shot someone. When I realized it was you, I stopped you and kept you from reveling who you were! And Fury isn't here for you! He's here for…" She was cut off by a sudden knocking at the door, "Speak of the devil." Natasha turned back to me, "Fury is here for _him_. _Not_ for you."

A familiar voice came threw the door, "Nat, it's Steve."

A sudden rush of realization hit me, "Oh. In that case, I'm not here." I jumped onto the ceiling and cloaked myself. Fury looked up, slightly weirded out, but he turned around and returned to the shadows. Natasha put her gun away and pulled the remaining webbing off her hand.

She walked to the door. When she opened it Steve greeted her with a chaste kiss. "Hey Nat."

"Hey" She was still trying to compose herself, "Thanks for coming a little early."

"Yeah, speaking of which; why am I here so early exactly?"

Nat gave a small laugh and tried to buy some time, "You want a drink or something first?"

Steve didn't want to waste any time, "Nat. I came early because you said you wanted to talk. Let's skip the formalities and get to the point shall we. You did say it was urgent." Dang he was blunt.

Natasha took a deep breath, "Okay, if you insist. You probably will want to sit down for this." They walked over into the living room and Steve sat across from Natasha, who had taken her previous seat on the couch by the coffee table that contained her gun. I watched uncomfortably from above, trying hard to keep my breathing quiet.

Once Steve was settled, Natasha began, "First of all, to be vague, you should know that I know about your powers."

Steve's eyes widened so much I thought they might fall out of his head, "You _what_ about _what_?"

"Don't worry Steve. I know, but I'm not freaking out about it. In fact, I'm not that surprised." She stopped to let him process that for a minute then started again, "You should also know that I'm not the only one who knows." She looked past Steve as Fury stepped out of the shadows. Man that guy was dramatic. "Steve, this is Nick Fury, Director of S.H.I.E.L.D."

Steve stood and turned around to face Nick. Fury extended his hand but Steve gave no such pleasantry. Steve just glared at him, "I know. We met last time he tried to recruit me back when I was a sophomore. I said no then and its no different now." After a moment of awkward silence, he turned back to face a very confused Natasha, "He didn't tell you?" Nat shook her head, mouth open, "I got my powers back in sophomore year, and S.H.I.E.L.D. found me. They said they wanted me to join and lead their future team, the Shadow League. I when I said no, they kept their distance, but I knew they weren't done with me. And it's just so typical that my girlfriend ends up being on of their agents."

Fury intervened, "Genetic abilities are generally manifested around that age. Now the way they are manifested can very. You, for example, have gained super human strength and speed, as well as mild agility. I assume that you gained that particular combination due to paying so many sports. Ms. Romanoff on the other hand, gained mild strength and speed enhancements, but her agility is unlike which I have ever seen."

"Cheer leading?"

"Exactly, but there are others like you out there now; some with even more extraordinary abilities. Take the boy on the ceiling for example. He as a fascinating camouflage capability, he can stick to walls, and a whole slew of others I probably don't know about."

"Boy on the…" Steve looked up to the ceiling were I had de-camouflaged.

I jumped down facing Steve and Fury, "Come on Nick, you ruined the surprise." I said sarcastically.

Steve stared at me in shock, "Peter? You work for S.H.I.E.L.D. too?"

I smiled slightly, "No. I just came early because your girlfriend shot me last night, and I wanted an explanation."

Nick jumped in again, "He got his answers, but I haven't gotten mine."

This little comment surprised Natasha, "Sir. He's only a freshman, and he's not qualified in any way other than his powers."

"That may be true but he and your cheer leader friend both have abilities that the Shadow League could need." Fury turned to me, "So what do you say kid? You want to join S.H.I.E.L.D.?"

"You want me to join your super secret boy band? Thanks but I'll pass."

"I know about your uncle." Fury said it so plainly it was insulting.

"Oh yeah? What's your point?"

"If you join us, and let us train you, you could help us prevent that from happening to anyone else." Fury's words caught my attention. He must really want me on the team if he was going to try that move.

"If you want me on your team, you'll have to convince everyone else too."

"What do you mean?"

"I mean that if I'm going to be on your team, Felicia, Matt, Wade, _and_ Steve have to be on board too."

Steve glared at me like _"leave me out of this dude"_ but I couldn't help it. In truth, I really wanted to join, but I wanted to make sure that I really would be a valued member.

"Why would we bring them in?" Fury was curious, "Do you know something we don't?"

I smirked at him, "Just a hunch. I think everyone in our group of friends, minus MJ, has super powers. I can't be sure but no better time to find out like today." Right on cue, Matt and Wade were knocking on the door. "Let's let them in on the fun shall we?" But when I opened the door, I saw something very strange in front of me. Before I could analyze the odd sight I was seeing, they pushed past me and walked into the living room with the others.

The brothers were standing before me in the strangest outfits I've ever seen. Matt was wearing a dark red outfit, made of something that looked like leather. On the chest of his jacket was two overlapped capital D's. On the side of his right boot was a holster designed to perfectly contain the two batons that sat there. But his mask was the strangest thing he was wearing. It came up and over his head covering only half of his face, but the strange part was that it had small horns on the top of his forehead; and the place where the eyes should have been, a slight bump in the leather gave the allusion of eyes being there, but no place to see through them was visible.

Fury spoke up, "Agent Murdock, code name Dare Devil."

I looked to Wade. He was wearing what looked kind of like a red and black spandex morph suit. The mask covered his whole face with large black ovals around the eyes, and mirrored glass covering his eyes. He was weighed down with weapons galore. Pistols strapped to his thighs and waist, with extra mags on two straps that crossed each other over his chest; and on his back, two samurai swords lay sheathed crossing each other. He actually looked kind of cool.

"Agent Wilson, code name Deadpool."

In a few minutes Felicia had arrived. Code name Black Cat according to Fury. She and Natasha had changed into matching cat suits. The only difference being that Natasha had a red hourglass on the buckle for her gun belt, and Felicia was wearing a thin line mask around her eyes. Also Felicia didn't have any weapons except for a knife and her suddenly sharper finger nails.

After some time, I spoke up, "So this whole thing was to recruit Steve?" to be honest, I was a little bit jealous.

"I wasn't planning on recruiting you yet, but since you're here." Fury told me.

Steve spoke up, "I'm in if it means that Peter is in. I think he could make a great leader for the team." I was touched by Steve's change in heart because of me.

Fury ruined it for me though, "He won't be leading the League. You will Captain."

"Capitan?" Steve didn't seem thrilled with the obvious code name.

"We thought it would be fitting, considering you could be captain of any sports team you wanted. Not to mention captain of the team we are asking you to lead."

"I think it could grow on me, so long as Peter remains an ally." Suddenly everyone was turned to look at me, "What do you say Wall Crawler?" I realized Steve was asking two questions.

"I say," I paused to get them tense, "Where do I sign?" Everyone relaxed a bit.

Natasha walked over to me, "There will be a file waiting for you when you get home. It contains both the contract and bios for every member of this team." She motioned for Steve to pay attention, "You and Steve will both get copies of everyone's power profiles and bios since you both are new to the team. Steve, you already have a Power profile. But Peter, we need you to give us all the information you know about your powers."

"What do you need to know?"

"A list of your abilities, how well you can control them, and the circumstances under witch you found out about them or gained them. There will be a form in your file."

"I'll try, but I'm still getting new ones. That web thing I did, I learned about that last night."

"We'll update the file whenever you find a new one."

After that was settled, Fury left, and the others changed back into normal clothes. Once MJ arrived, the rest of the night was pretty boring.

(LB)

After the party, I went back home and found the file just like Natasha said. After writing down all of my known powers: enhanced spider speed, enhanced hearing and vision, proportionate spider strength, spider sense, wall crawling, camouflage, and the newly discovered webbing; I started looking threw the other power profiles. I discovered that Matt actually couldn't see through his mask. Apparently his powers worked better if he couldn't see. He was able to see things almost the way my spider sense allows me to see things, but he was able to create a three dimensional image of all his surroundings based off of smell and hearing. And using an enhanced sense of touch, he was able to maintain balance under almost any circumstance. The combination of his powers allowed him to be nearly fearless, relying on his enhanced senses rather than his unreliable sight. This fearlessness granted him the code name Dare Devil.

Wade was a different story. It turns out that it's no coincidence that he never shuts up and that he's a strait A student in Spanish class. He has the ability to speak any language fluently after hearing only a few sentences in that language. He also had enhanced strength. But the most impressive ability he had was that he literally couldn't die. He had been shot in the head, impaled, and even blown up, but he always survived due to, what he called, a healing factor. It allowed him to heal himself almost immediately after he was wounded. He earned the name Deadpool because he found out about that power when he lost a dead pool bet against one of his targets, and survived the shot to the head.

Before I could read any more, my phone buzzed. When I looked at it, there was a symbol of an eagle with S.H.I.E.L.D.'s acronym underneath it. I tapped it and an image of Fury appeared on the screen, "Go to your front door." He said plainly.

"What? No, 'Hello agent Parker. Merry Christmas.' Come on Nick." I companied sarcastically, but I went to the door anyway. When I opened the door, there was a package waiting for me.

"Go to Agent Murdock's house tomorrow night at midnight, and bring that with you." Fury smirked, "Merry Christmas." Then the screen went black.

I brought the box inside and opened it. Inside was what I assumed was my uniform. Combat boots, jeans, a long sleeve shirt, leather vest with a large spider emblem on the front and back, a mask, a pair of goggles, and everything was some shade of black. The mask consisted of two parts. The first was made of three large pieces of leather stitched together that covered half of my face. The inner lining was a thin fabric that continued the mask down my face, to the turtle neck coaler of the shirt. The second part was a pair of goggles that were a little larger than they had to be. When I put them on, I discovered a switch that activated a light that made the lenses glow a yellowish white. The light was soft but bright enough to dimly see in the dark if you're about 10 yards away. If you saw them during the day, all you would see would be white lenses. I shoved everything under my bed so that Aunt May wouldn't find it.

I got into bed just as the sun came up.


	2. Dancing with the Devil

Chapter Two: Dancing with the Devil

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><p>AN: Sorry it took so long to update! Life happened. Hope you like this chapter, and don't forget to review.

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><p>Christmas day was actually kind of dull. Aunt May and I continued our usual Christmas traditions, but it was a little hard without Uncle Ben around. After dinner, Aunt May went to bed early since I had offered to clean up.<p>

As I was washing off the last of the plates, my phone buzzed as the screen came up with S.H.I.E.L.D.'s logo again. I answered it, expecting to see Fury again. Instead I got blue screened. I didn't even know that was possible with a phone. The screen came through with a bunch of code that I couldn't read. Before I even knew what was happening, the screen went back to normal. A woman's voice came from my phone, _"Upload Complete."_

"Did I just get hacked?" I said out loud.

I was answered by a voice coming from my phone that sounded a lot like Fury this time, "Technically, yes. We just had to upload all your data so that we could put it all on the phone Dare Devil will be giving you after our training with him tonight. S.H.I.E.L.D. agents are all issued personalized phones, but with a few upgrades and downloads for them to use in the field. Now suit up, you're doing to be late for your first training session." Then the screen went dark.

(LB)

I put on most of my suit, except for the mask. Then threw on a trench coat to hide it and walked down to the stairs of the apartment building we lived in. After leaving the building, I got on the subway. I only had a few blocks to walk to Matt and Wade's place, but I was feeling lazy and this was a little faster. On the train, I only got a couple of weird looks from people. After that, I walked the one more block I needed to reach the building.

Matt met me at the elevator. Without so much as a hello, he motioned me to come with him. He was dressed similarly to me, wearing a trench coat over his uniform. I could tell because of the red boots and the holster that held his batons. As we stepped into the elevator, he took what looked like a key card out of his pocket and swiped it threw a small slit next to the panel with the floor numbers. At first you wouldn't notice it, it was too small. But even if someone did notice it, they would probably just think it was for opening some sort of maintenance panel or something. After the doors closed, Matt pressed a multiple floor buttons like an access code.

A woman's voice came over a speaker, _"Identification."_ She said it more like an order than a question.

"Murdock, Matthew." He spoke clearly but lazily, so it was safe to assume he had done this many times before.

"_Status."_

"Agent, Level 7"

"_Access granted. Welcome Agent Dare Devil. Attention! Unauthorized personnel on board."_

"Preprogrammed authorization by order of the Director Fury. Authorization code 753159."

"_Name."_

Matt gave me a nudge so I spoke up, "Parker, Peter."

"_Access granted. Welcome Agent Parker." _

I then felt the elevator begin its descent. It was silent for a few seconds and then Matt spoke up, "You're late." He said plainly without even looking at me.

"Dude, it's midnight. You may be use to moving around this late, but I'm not."

"Well, you're going to need to get use to it. If you're serious about joining this team, you can't be late. Ever. Even if it's only training, you're training your brain that it's okay to be late. But in this job, it's never okay. If you're late for a mission and miss the briefing, you could wined up getting yourself killed. Or if you're late getting to the sight of a bomb, you could get other people killed too." He was almost yelling at me by the end of it. I wasn't use to hearing Matt talk like this. He was normally so easy going, but right now he was speaking so stern and morbid. It was like he was a different person.

He seemed to pick up on my discomfort because he relaxed a little and leaned against the wall, "Sorry about that man. Look, I know that this isn't the me that you're use to, but trust me, it's almost necessary. In this line of work, you end up becoming almost two different people. One in public and one for missions. Mission versions of yourself tend to be hardened and near polar opposites to your public face. You end up doing that for two reasons. The first being that you don't want anyone to recognize you by your personality. The second reason is that you create allot of deferent identities anyway for undercover missions."

I thought about that for a minute, "I guess that makes sense."

After a few more awkward moments of silence, Matt spoke again, "Okay, you've got questions, shoot." I wasn't sure if he was being genuine, if he was ordered to answer my questions and was trying to get it over with, or if he was just trying to use the unusually long amount of time we were wasting in the elevator. I figured a little bit of all of it.

"Yeah, where are we going, and what are we doing?"

"S.H.I.E.L.D.'s underground training facility. I've been assigned to train you first. Next?"

"What do you mean, first?"

"Other advanced members of the team will train you later, each member working with you on a different portion of your training. For example, you and I will be working on stealth training. And before you say anything snappy about your camouflage ability, we are going to work on _all_ aspects of stealth."

"And what does that mean?"

"It means that we won't only work on keeping others from seeing you. We're going to train you to not only be hidden from the eye, but also from the ear. Also, I'm going to help you train your senses. Many times you may be in a position were you can't see anything, so you'll need to rely on your hearing and in some cases your sense of smell to keep track of either your target or your pursuer."

"No offence but my spider sense would probably take care of that. It gives me a near precognitive perspective on my surroundings alerting me to danger or anything my eyes aren't able to detect." Matt looked at me questioningly. "It's almost like having an omnipresent pair if eyes."

"What are its limits?"

"Well, it depends on the situation. If it's alerting me to danger, it can show me up to a mile maybe, but only if it's a direct threat to me. Like, if there's a car about to collide with another car three blocks over, I probably won't sense it. But if I'm about to go around a corner and there's a speeding car one block down, and it's out of control, I'll be able to sense that. It can alert me to other people's danger too. Say, a bunch of people are standing under an unstable balcony. Before it breaks, I'll sense it and be able to get the people away."

"And if you're manually accessing it? What are your limits then?"

"Well, I can see around corners and down the next hallway over, but I can't look around closed doors or walls."

"And what about when Natasha shot you? You never sensed her presence? Or your spider sense didn't think of her as a threat?"

I had to think about that one for a while, "There's no right answer to this is there?" I said already knowing the answer to my question.

"Nope." Matt said with a laugh, "No there is not."

"Well, actually I did sense her, but not until it was too late to do anything about it anyway. But to be completely honest with you, I can choose to ignore my spider sense if I want to. It may give me a precognitive warning, but it doesn't usually control my response unless I let it. I sort of reviled that weakness on purpose. When I first got my powers, I started reacting to all sorts of unimportant things that my spider sense was picking up. A guy couldn't clap me on the back without me at least grabbing his wrist in defense. So I forced myself to take it down a few notches."

"Well, then it's settled. I'll help you sharpen your spider sense as well as your stealth, hearing, and balance."

"Balance?"

"Did I not mention that? You may or may not be doing a lot of falling, depending on how well you can do a one handed hand stand… for half an hour."

"Perfect." I muttered under my breath, "So you mentioned that the others would be training me too?"

"Yeah, I'm teaching you stealth, Black Cat- Felicia- will teach you basic combat/defense, simple meat and potatoes style fighting stuff, and agility. Black Widow- Natasha- will be teaching you more advanced combat/defense skills, essentially what that will be is fighting under weird circumstances, she'll probably incorporate stealth fighting, and she'll also teach you some basic escape techniques. Deadpool- Wade- will be training you in weaponry, marksmanship, and weapons combat. Fair warning, you will be seeing a medic quite often in that last one. Well, now that I think about it, you'll probably be seeing the medic quite often with anyone as your training officer, but especially with Wade."

"That's good to know." I said just as the doors of the elevator opened. I checked my watch, "How long were we in there?"

"Five to ten minutes. Did I forget to mention that the elevator didn't just take us down? Well, it took us about a mile from the apartment building." He said it like it was the most normal thing in the world. Which clued me into the probability that it was normal compared to some of the other things I would soon see.

After stepping out of the elevator, he took of his coat and hung it on a coat rack next to the elevator and motioned for me to do the same. He then led me down the hallway and opened up a set of metal double doors leading into a huge room that was twice the size, width and height of an average school gym. The floor was covered by what looked to be a bunch of single 12" by 12" square tiles made of the same material as a gymnast mat. Along every wall was another set of doors I assumed led to other training arias.

On the opposite side of the room Felicia was talking with a very stunned but impressed Steve. Felicia was in her Black Cat uniform, and Steve was wearing what I assumed would be his uniform. It was simple, a dark navy blue shirt/ jacket type thing with a white star on the chest and two stripes starting at the star and going around to his back. He had dark navy blue pants and boots as well as similarly colored helmet that extended over his eyebrows and around his eyes like a mask. But the most fascinating thing on him wasn't what he was wearing; it was what he was caring. Strapped to his arm was a circular metal shield with dark navy and gray stripes starting at the edges and moving toward the center switching to the opposite color with each band, like a target. And in the center was a large silver star set in the middle of a large patch of navy blue that surrounded the it perfectly, making the star stand out.

"What is that?" I asked Matt, pointing to the shield, "I mean, it's obviously a shield but…"

I looked at Matt and he shrugged, "I'm not sure. Let's ask him."

We walked over to Steve who gave me a look like, _"Is this cool or what?"_

"Um… Steve? What is that?" I asked pointing to his shield again.

Steve looked down at the object that could only be described as a beauty, "Well, to be completely honest, I haven't the slightest idea beyond the obvious fact of it being a shield; that and it came with the uniform."

"Call it a Christmas gift." said Fury, again coming out of no where. How is it that this guy was always able to sneak up on me? Fury continued, "It's made of a metal known as vibranium. It's the rarest metal on earth and can only be mined in a particular region in Africa called Wakanda. It is, to our knowledge, indestructible due to its natural ability to absorb all vibrations caused by impact, thereby absorbing the blow so that you don't have to. It'll block bullets, knives, punches, and even bombs. Although, I don't recommend you find a bomb and set it off just to test that, we have done our own testing on that. Anyway, it's tougher than steel and a third the weight. Also its highly resistant to magnetism, so if you drop it in the river we cant tie a magnet to a sting and go fishing if you know what I mean."

"If it's so rare, how did you get a hold of it?" Steve asked him.

"We did some work in Wakanda a few years back, got rid of a few threats for them. As appreciation for our help, they gave it to us, but we never found a good use for it until now."

"Fascinating."

Felicia broke in, "With all due respect Director, I think we should get on with training the new recruits now."

"Fair enough. Cary on." Then Fury left without another word.

"Well then, Steve, I think it's time you and I get started." Felicia had just started to drag Steve off when Matt spoke up.

"Hey, Felicia, hang on. Do you mind if I start with Peter first? I want to see were I need to start but I need to shut off the lights."

"Oh, yeah sure. Just let me get the night vision goggles first." Felicia said with a giggle.

"No need I set up the cameras already to record this, so you can watch from outside." and with that, she and Steve left.

Matt turned to me, "Now what were going to do here is a bit like hide and seek only nether of us can technically see the other. I say technically because you have your enhanced senses and I have mine. You may already know this but my power is that, like a bat, I can "see" things using my sense of hearing like a radar. What I want you to do is use any and all of your powers to try and sneak up on me while I attempt to take you out. Now, in the unlikely event that you actually succeed in sneaking up on me, I want you to try and take me out. If you fail to succeed and my attack and your defense end up turning into a combat session, so be it. You with me so far?" I gave him an understanding nod, "Good. Well then, masks on." As his mask was attached to his costume like a hood, he pulled it on, the lack of eye holes blinding him. I then pulled my mask over my head and put on the goggles. Matt reached down and grabbed his batons from their holster and swung them around a little to find his grip. He then proceeded in flourishing them around just to intimidate me, an attempt at which he succeeded. He then tilted his head down, got into a fighting stance, and called out to Felicia, "Lights!"

When the lights went out, I couldn't see anything. Not that I had much time to try. I immediately heard Matt running toward me the second the lights went off. On impulse, I ran for the nearest wall, using my spider sense as a guide to keep me from hitting it. When I was about three feet away from it, I jumped and clung to the wall about 10 feet up. Matt shouted again, "Landscape!" all of sudden I heard whirling sounds all around the room. I used the flash light in my goggles just to see what was going on. All around the room, the single square foot tiles in the floor had risen to create, as Matt said, a landscape of sorts. It was almost like a warehouse with stacked boxes, some larger than others. I shut off the light and did what Matt did. I ignored everything I saw and heard and let my spider sense guide me through the disarray of platforms.

Relying solely on my spider sense was something new to me, but I picked it up pretty quick. Eventually, it became similar to what Matt had described his hearing as. I could "see" him without my eyes. But just as I was getting use to it, Matt got a lock on my location and took his chance to strike. He moved from one platform to the next without any hesitation at all. He then took his batons and fastened them together, using it as a single long bar. He wasted no time in hitting me. First my head and then my stomach, freeing his right hand and hit me with an uppercut that left me slightly dazed. He then put the bar around the back of my neck and brought my head down toward his awaiting knee. Using the back lash from the impact, he disconnected the batons. He then pivoted on his left leg to bring his right leg up to kick me in the diaphragm. Not only knocking the wind out of me, but me off the platform. If I had any breath in my lungs at the time, it would have been knocked out of me when I hit the ground. Instead it might have gotten some air in me to be honest.

"What the hell Matt!" And then I realized just how appropriate that statement was. This wasn't Matt. At least not the Matt I knew. This was Dare Devil, the one guy on earth who feared nothing because he didn't have sight to distract him. He trusted his more reliable senses to guide him. His sense of hearing could get a location on someone, and his fine tuned balance would guide him to his target without any fear of falling off the platform because he could _feel_ his way across. He didn't make a guess as to how far he needed to jump based on what he saw, his senses told him. His senses worked _with_ him not _for_ him. I was trying to make my spider sense work for me. It could tell me what to do and how to do it, but I always tried to make the judgment call and that always slowed me down. If I was going to beat Dare Devil, I had to fight him head on trusting only my spider sense to guide me. I had to trust it. I knew that there was no way I could sneak up on him, not yet anyway, not with my lack of experience. But I might have a chance at beating him.

As fast as I could, I climbed the nearest wall. As soon as I got a lock on Dare Devil, I made my move. I leaped down to the awaiting platform next to him and made a quick jab to his gut. This took him slightly by surprise and he stumbled, giving me the opportunity to take the full offensive. I turned slightly and elbowed him in the gut, and then I slammed the back of my fist into his chest forcing him to the edge of the platform. Before he could fall off, I attached a web line to his chest with my left hand and pulled him back to me. As he came toward me I hit him with I right hook, and this time, I let him fall. He hit the ground with a solid thud, and I smiled at the revenge I had earned.

Dare Devil called up to me, "Not bad Parker! You're adjusting quicker than I expected! One point each! Now how about you come down and we have one more round to decide this!" I was about to do as he asked when I realized something. _I_ had the advantage now! He wanted me to come down to get on a more even playing field. At this point, he might be too stunned from my sudden offensive to even get a location on me. So I decided to keep quiet. Without a sound, I slowly, carefully, and as stealthy as I could; I crouched down at the edge of the platform, leaned over, and climbed down. Without any sound, Dare Devil couldn't locate me. He seemed almost panicked at first, realizing that I had suspected his little predicament. Then he calmed himself, knelt down on one knee, and listened intently. As I reached a point just above him I herd him whisper to himself, "Where are you?"

I decided to go the cocky route and answered, "Here." In his surprise, Dare Devil shot up and landed himself in the path of my fist, which collided with his face quite nicely if I do say so myself. He sprawled out on the floor dazed and confused at first, "What the…?" Then he got his bearings and looked up at me, "Wow that was pretty good! I'm impressed. Lights!" The lights flickered back on and Matt stood up pulling his mask off. I hopped down from my perch on the wall and did the same.

Just as I did this, Felicia ran in, followed by Steve, "Oh My God!" She said throwing her arms around me, "That was incredible! No one has ever actually been able to do that before! Not on their first try at least." Saying she was surprised would be an understatement.

Matt turned to me, "I must say, that was quite impressive. You're almost a natural. You need some work on switching over from sight to trusting your senses, but other than that you were perfect." Hearing Matt say that meant a lot. This is the guy who was certain I wouldn't be able to accomplish what I had done admitting he had been beaten. "Here." Matt handed me the S.H.I.E.L.D. issued communicator that Fury had mentioned. It looked like any other smart phone, but I assumed that it did a lot more, "You earned it."

"Thanks." I smiled at him, taking the device.

"But now it's time we start working on the things you don't know." He lead me over to one of the other platforms and did a one handed hand stand with hardly any effort. I knew that from that point on, I was going to be in a lot of pain for the rest of the time I would be working with him, and I couldn't have been more exited.

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><p>AN: I can make no promises as to how long my next chapter will take me to post the next chapter. My apologies. However, I will be continuing as soon as I can. Please review!


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